secwatch / observer

Orchestra BioMed Holdings, Inc. — fact timeline

Source-grounded facts extracted from Orchestra BioMed Holdings, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

OBIO Orchestra BioMed Holdings, Inc. JSON

Eric Rose resigned as director at Orchestra BioMed Holdings, Inc..

“On February 3, 2025, Eric Rose, M.D., notified the Company of his resignation from the Board, effective immediately.”

Chris Cleary was appointed as Class II director at Orchestra BioMed Holdings, Inc..

“appointed Chris Cleary to serve as a Class II director, effective immediately”

John Mack was appointed as Director at Orchestra BioMed Holdings, Inc..

“On July 29, 2024, the Board of Directors (the “ Board ”) of Orchestra BioMed Holdings, Inc. (the “ Company ”) appointed John Mack to serve as a Class I director, effective immediately”
Material Agreements

Orchestra BioMed Holdings, Inc. amended Second Amended and Restated Registration Rights and Lock-Up Agreement with Covidien Group S.à.r.l. valued at Delayed obligation to amend registration statement and cause effectiveness (effective 2023-11-21).

“On November 21, 2023, Orchestra BioMed Holdings, Inc. (the “Company”) entered into a Second Amended and Restated Registration Rights and Lock-Up Agreement with certain investors named therein (the “Amended Agreement”), which amended and restated the Amended and Restated Registration Rights and Lock-Up Agreement, dated January 26, 2023 (the “Original Agreement”).”

Andrew Taylor was appointed as Chief Financial Officer at Orchestra BioMed Holdings, Inc..

“the board of directors of the Company (the “Board”) appointed Mr. Andrew Taylor, age 52, as Chief Financial Officer of the Company to succeed Mr. Kaswan, effective as of the Separation Effective Date.”

Michael Kaswan departed as Chief Financial Officer at Orchestra BioMed Holdings, Inc..

“Mr. Michael Kaswan, the Company’s Chief Financial Officer, mutually agreed to terms pursuant to which Mr. Kaswan will step down as the Company’s Chief Financial Officer and separate from employment effective as of June 6, 2023”
Earnings Releases

Orchestra BioMed Holdings, Inc. reported financial results for the fiscal year ended December 31, 2022.

“Item 2.02. Results of Operations and Financial Condition. The financial statements set forth under paragraph (a)(1) of Item 9.01 of this Current Report on Form 8-K are incorporated herein by reference.”
Governance Changes

Orchestra BioMed Holdings, Inc.: Company ceased to be a shell company upon closing of the Business Combination.

“as a result of the Business Combination, the Company ceased to be a shell company upon the closing of the Business Combination.”
Governance Changes

Orchestra BioMed Holdings, Inc.: Board approved and adopted a new Code of Business Conduct and Ethics (effective 2023-01-26).

“on January 26, 2023, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.”
Governance Changes

Orchestra BioMed Holdings, Inc.: Adopted new bylaws upon Domestication replacing prior governing documents.

“The bylaws of Domesticated HSAC2 became the bylaws of New Orchestra (the “Bylaws”).”
Governance Changes

Orchestra BioMed Holdings, Inc.: Replaced memorandum and articles of association with new certificate of incorporation upon Domestication.

“Upon the effectiveness of the Domestication, HSAC2’s memorandum and articles of association in effect immediately prior to the Domestication were replaced with a certificate of incorporation and bylaws of Domesticated HSAC2, which continued in effect through the Closing. The certificate of incorporation of Domesticated HSAC2 became the certificate of incorporation of New Orchestra (the “Charter”).”
M&A Transactions

Orchestra BioMed Holdings, Inc. underwent a change of control involving Orchestra BioMed, Inc. (closed 2023-01-26).

“On January 26, 2023 (the “Closing Date”), as contemplated by the Merger Agreement and described in the section of the Proxy Statement/Prospectus titled “ Proposal 1—The Business Combination Proposal ,” New Orchestra consummated the merger transaction contemplated by the Merger Agreement (the “Closing”), whereby Merger Sub merged with and into Orchestra, the separate corporate existence of Merger Sub ceasing and Orchestra being the surviving corporation and a wholly owned subsidiary of New Orchestra (the “Merger” and, together with the Domestication, the “Business Combination”).”
Material Agreements

Orchestra BioMed Holdings, Inc. amended Registration Rights Agreement with RTW Funds and certain existing shareholders of HSAC2 and stockholders of Orchestra (effective 2023-01-26).

“On January 26, 2023, New Orchestra, the RTW Funds and certain existing shareholders of HSAC2 and stockholders of Orchestra entered into an amended and restated registration rights and lock-up agreement (the “Registration Rights Agreement”) with respect to the resale of shares of New Orchestra held or acquired by such stockholders”

Eric S. Fain, M.D. was appointed as Director at Orchestra BioMed Holdings, Inc..

“● Class III directors: David P. Hochman, Darren R. Sherman and Eric S. Fain, M.D.”

Michael D. Kaswan was appointed as Chief Financial Officer at Orchestra BioMed Holdings, Inc..

“● Michael D. Kaswan, Chief Financial Officer.”

Yuval Mika, Ph.D. was appointed as General Manager and Chief Technology Officer, Bioelectronic Therapies at Orchestra BioMed Holdings, Inc..

“● Yuval Mika, Ph.D., General Manager and Chief Technology Officer, Bioelectronic Therapies;”

Darren R. Sherman was appointed as President and Chief Operating Officer at Orchestra BioMed Holdings, Inc..

“● Darren R. Sherman, President and Chief Operating Officer;”

David P. Hochman was appointed as Chief Executive Officer at Orchestra BioMed Holdings, Inc..

“Effective as of the Closing, the executive officers of the Company are: ● David P. Hochman, Chief Executive Officer;”

Geoffrey W. Smith was appointed as Director at Orchestra BioMed Holdings, Inc..

“● Class II directors: Pamela Y. Connealy and Geoffrey W. Smith;”

Pamela Y. Connealy was appointed as Director at Orchestra BioMed Holdings, Inc..

“● Class II directors: Pamela Y. Connealy and Geoffrey W. Smith;”

Jason Aryeh was appointed as Director at Orchestra BioMed Holdings, Inc..

“Effective as of the Closing, the following people were appointed as directors of the Company: ● Class I directors: Eric A. Rose, M.D. and Jason Aryeh;”

Eric A. Rose, M.D. was appointed as Director at Orchestra BioMed Holdings, Inc..

“Effective as of the Closing, the following people were appointed as directors of the Company: ● Class I directors: Eric A. Rose, M.D. and Jason Aryeh;”
Listing & Compliance Notices

Orchestra BioMed Holdings, Inc. received a nasdaq deficiency notice notice regarding other (rules 5620(a)).

“a Cayman Islands exempted company (“ HSAC2 ” or the “ Company ”), received a notice from The Nasdaq Stock Market (“ Nasdaq ”) stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31, 2021, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days (or until March 5, 2023) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant the Company up to 180 calendar days from its fiscal year end, or until June 29, 2023, to re”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.